Ultimate Comics: Scarlet Spider
by Exile037
Summary: Ben Reilly has been bitten by a genetically altered spider, as he dubs himself the Scarlet Spider. And it's up to him and Felicia Hardy aka Black Cat to stop Ultimate Tombstone, Scorpion, and Silvermane from getting the title of Kingpin, taking control of the city, and stopping their operations. Can they stop these gangs ruling all of New York? A tie-in to New Ultimate Spider-Man.
1. Past and Present

AN: alright, everyone! This is the start of Ultimate comics: Scarlet Spider, aka Ultimate Ben Reilly. The first issue is going to be quick with his origin, and currently starting during New Ultimate Spider-Man. So, please review and enjoy.

Issue 1: Past and Present

Manhatten, New York

A black man wearing a red suit, a dark blue sleeveless jacket with a large spider symbol and black cargo pants stood watching the city. He held a red mask with narrow white lenses as he gets a view of Manhatten, crouching down on a gargoyle.

'My name is Ben Reilly, and I am the Scarlet Spider. I was a lab assistant to Dr. Curtis Conners at one time, worked for the CIA and now I'm a vilgante. You're probably wondering how I'd end this way, I'll tell you. After the Green Goblin was exposed as Norman Osborn, the CIA took and confiscated all projects he funded over the years. So far, the CIA getting anything they needed, so did I somehow. One of the spiders infused with the OZ, bit me and I started to receive spider powers like Peter Parker. But mines were diffferent, I could controll spiders to use them to make web fliud, or come to my aid and acute heightened perception. So I trained, test out my new abilities, and decided it was time to chose my own path. For fighting skills, I trained myself in mixed martial arts, along with Muay Thai, and Tae Kwon Do. I then created my own web-shooters, along with some impact webs, and stingers with a paralitic element that can temporarily incapcitate any foe I come 's when it happened a week earlier, Peter Parker was killed. The kid was 16 or 17 years old, before then I played a part in screwing up his life.' the man thought as he leaped off and dived down with a web swing

Yesterday Cemetry, 8:00 P.M.

Ben Reilly Pov

I stand over the grave of the deceased Peter Parker, placing flowers on the ground as I sighed. I stared at the grave, remembering for what I did to Peter's Parker life.

'I'm sorry, Peter. I'm sorry for screwing up your life, for helping Curt Conners by creating that damn monstrousity. The question is: what do I do now? Where do I go from here?' I thought until

WWWEEEEOOWWWWWW WWEEEEEEOOOWW

I turned around and saw a couple of police sirens blaring close to me, police cars moving fast towards a distribance.

"I guess it's show time." I said taking a red mask out of his jacket as he leaped and web slings toward the chase

Queens, New York 8:10 P.M.

The police pulled over a armored truck being covering by two cop cars, as I landing on a roof top changing into my costume. I put on my custom-made web shooters, utility belt, and blue sleeveless hoodie, with the hood on as I starting seeing a gunfight going on. I narrowed my eyes under my mask, while noticing five armed men started bringing hostages.

"If there are any spiders out there, I could really use your help right now." I said lifting my hand and putting up two fingers on my forehead

Out of nowhere, spiders started appearing out of an alley way while one of the armed thugs held a gun at a woman's head. The swarm of spiders started crawling on the back of the armed man, with them looking in shock.

"Where the hell did these come for?" said one of the armed thugs as they let go of the hostage with me landing a kick toward one of the armed men and doing a leg toss that sends him flying back toward the other thug

"Easy or hard boys, your choice." I replied with the thugs firing at me as I dodged the bullets being fired at me

THWAP THWAP

Two of the thugs' guns get yanked with webbing, while I send a couple of blows toward the two thugs.

"Oof!"

"Oof!"

I lauched impacted at the fourth thug as it sent the thug toward the wall uncounscious, while the last thug rushes toward his gun. I then shot out a small dart at the last thug that it incapcitates him, with me sending a left jab across his face. I walked toward a downed woman who was the hostage, with me extending my hand to pull her up. The police circle around me, with the police officers aiming their pistols at me.

"Hands over your head!" a police officer demanded with me letting out an annoyed sigh with guns being pointed at me

"Typical." I sighed web-slinging away from the scene and landing on a roof

THWIP

"Police are still the same in this city. I'll see what else is going." I said as I web sling away through the city

'After the robbery, I crossed paths with the new Spider-Man and Jessica Drew. So, I told them how I got my powers and why I came here. They then allowed me to be the Scarlet Spider and that's when I met Felicia Hardy, better known as Black Cat. I had to admit, she was fine as hell. While Spider-Man and Spider-Woman left us alone, she took off my mask and eyed me up and down with a smile. I guess since she saw I was older than Peter Parker since I was in my twenties and so was she, she started making off with me. So tonight, I was heading to tribecca at her penthouse. Hopefully, I don't have trouble coming my way.' I thought web-swinging toward Felicia's penthouse at Tribecca

Tonight. Unknown location, New York 9:00 P.M.

No one's Pov

Lionel Thompson Lincoln also known as Tombstone, stares over the city with a troubled look as a door knocked behind his office.

"Enter." he said as Carrion step in the office

"Tony just got word that Prowler and Scorpion had a little showdown at Tinkerer's warehouse, not to mention Prowler killed Tinkerer. Also, Frankie and the boys ran into a bit of spider trouble." explained Carrion

"Spider-Man?" asked Tombstone turning to Carrion

"No, boss. The news is calling this guy the Scarlet Spider." he answered with Tombstone showing a surprised expression

"Scarlet Spider?" replied Tombstone

"Yeah. Just like Spider-Man, except he doesn't wear anything but a sleveless blue hoodie and that spider costume. And out of nowhere, spiders come over the place whenever he's there." stated Carrion with Tombstone placing his hand on his chin

"I see, for now we deal with Scorpion and Prowler. We'll take care of the Scarlet Spider soon enough. You may go now." Tombstone declared sitting back on his chair, with Carrion leaving the office room

Felicia Hardy's penthouse. Tribecca, New York 10:02 P.M.

Scarlet Spider arrived at Felicia's penthouse and landed on the penthouse perch, with Black Cat opening the perch door. She had a seductive smile on her face, while Ben took his mask and wrapped his arms around her waist.

"Hello, beautiful." he said with a smirk

"Hey there, handsome. Come on in." she said as both of them walked in her penthouse

Ben looked around and checked out her penthouse, just a expensive and rich-like penthouse like any other. He did notice a picture of a younger Felicia and two people who were her parents, but looked away and walked toward her. Felicia on the other hand, brought out a wine bottle and two glasses over to Ben.

"What's this all about now?" he asked showing a surprised look on his face as he take a sip

"This is something special, Ben Reilly." she said as Ben's eyes went wide

"How did you-?" Cat cuts him off

"Relax handsome, I've done my research about you. I found out you were a former lab assistant to the Lizard, and you're a former CIA operative. You've been busy lately, went from lab assistant to CIA agent to vilgante." said Felicia giving Ben a smirk while take a half sip

"What about you? What's your story?" Ben asked her while taking a half sip as she looked down

"I didn't even except you to bring that up. My father was a cat burglar who got sent to jail by Wilson Fisk, the former Kingpin of crime. When my father was in prison, he died and I vowed to destroy him." she explained while Ben went to comfort her

"I'm sorry, I didn't know." he said back at her as she showed a small smile

"Thanks. Mysterio was the lucky one to kill Fisk, so I decided to take the Zodiac key from him." she replied with Ben giving her a look

"I'm sensing a but in there too." Ben hinted staring at her

"When I used the Zodiac key, I leveled a few city block. I thought Mysterio was just bluffing, but it turns out he wasn't. So, Peter Parker and I tend to the injuried. After that, parted ways and went to my normal routine. But then, something happened. Word spread that Peter Parker died and that I met someone tonight." explained Felicia suddenly showing a small smirk

"Who?" asked Ben looking at the beauty in front of him

"You, Benjamin Reilly. Tell me, how did you get your powers?" she asked staring at him with a smile

"Well, I got bitten by a genetically altered spider like Peter Parker. I get superhuman strength, reflexes, durability, stamina, equilibrium, acute heightened senses, control spiders, and wall-crawling. The web-shooters I made myself, especially impact webs and stingers I designed." Ben stated with Felicia giving a surprised and awestruck look

"Wow. You're something else, Mr. Reilly." Felicia said as she sat on his lap

"What's happening now, Ms. Hardy?" he asked her as she got up from his lap with Ben getting up and walking up to her, while Felicia sway her hips seductively in front of Ben

"This." she said as she kissed him soft and passionate for 10 seconds while Ben held on tighter to Felicia as her legs were both up squeezing his waist

"Got somewhere we can continue this?" he asked her as she showed a smirk, while taking Ben's hand pulling him close to her

"How about we continue this in the bedroom?" she replied kissing some more

They continued their kiss as Felicia sat on a table, with Ben kissing her neck and kissed her back on the lips passionately. Ben throws his hoodie and takes the top of his Scarlet Spider off revealing his athletic physique, while Felicia unzips her Black Cat outfit showing her cleavage. Felicia got off of the table as her and Ben make their way toward the bedroom, while Ben was squeezing her ass with both hands. Once they were in the bedroom, they took all of their clothes and closed the bedroom door behind them.


	2. the Enforcers

Issue 2: the Enforcers

Two weeks later. Felicia Hardy's Penthouse. Manhatten, New York 9:15 A.M.

Ben wakes up with a warm sensation on his chest only to see that it's Felicia Hardy resting on him, with both of them naked under the bed sheets. He smirked at the sight of his girlfriend cuddling him, while stroking her black hair and seeing her smile as her eyes open up to see her lover had woke up.

"Morning, sexy." he said as him and Felicia did a quick kiss

"Morning, baby. Did you enjoyed last night's little session?" she asked showing a wide grin with Ben letting out a small laugh

"Oh, yeah. Last night, that was something else. So, what do you want to do?" replied Ben with Felicia getting out of bed, covering herself as she grabbed a white robe hanging from her dresser

"How about dinner? I know this nice little place in Midtown." Felicia responded with Ben putting on boxer briefs and getting up from bed

"Alright, when at what time?" he asked kissing her neck

"8 o'clock, don't be late. If you show up on time, I'll set up a little surprise for you." she declared

"Wouldn't miss it for anything." Ben whispered in her ear and kissing her neck twice

WHAP

Ben slaps Felicia on her butt, while she let out a small moan as she opened the door and left the bedroom. Ben made his way to a dresser and pulled out his web-shooters, checking how much webbing he had left. He had half of the webbing left, so he decides to call out a few spiders while he brought out his equipment to make web fluid as he goes to a spare room he uses for a temporarily lab room. After 4 ½ hours laters, he ate breakfast and completed making more web and putting them in metal capsules and his utility belt. Ben left his temporarily room to see his girlfriend laying on the living room sofa, wearing a bikini top and faded jeans watching TV. Ben reaches to his closet and brings up a suitcase, revealing his Scarlet Spider suit and his sleeveless spider symbol blue hoodie. Felicia watches him up while she got up from the sofa, walking towards her lover to a loving embrace as she wrapped her arms around his neck.

"I like it when you put that suit of yours on." she says with a quick kiss on his cheek

"Only without the black cargo pants like last time, since it got completely cut off. It's nothing compared to that sexy outfit you wear." he said back kissing her on the lips

"If you liked my outfit, I can't wait to show you what else I got in stored for you if you actually show up for dinner." she said a flirty tone putting on a pink t-shirt and a white coat while she walks out the door, leaving the penthouse

"While she's gone, I guess I'll patrol the city. See what kind of trouble I can get myself into." Ben declared in his Scarlet Spider suit and blue hoodie as he jumps off the ledge and free-falls downward

THWIP

Scarlet Spider web-slings through the city, going on his daily patrol of the city looking to fight some petty crime or something better.

Gramercy, New York 4:36 P.M.

Scarlet Spider web-sling through Gramercy after dealing with a couple of car chases, and four robberies which where in Harlem, West Harlem, and Little Italy. Scarlet Spider spider-senses ringed as he saw a distribance nearby, he sees the police trying to hold off the new Shocker instead of Herman Schultz and the two other people in hi-tech suits. The first one had on a black and silver advanced suit as he ricochets around the scene, knocking out the police. And the last was a muscular man wearing a red and silver power suit which seemed to be giving him super strength and durability, due to the fact he rams and lifts a cop car as he throws it hurdling at a few police officers.

FWWWUUUUTT

Out of nowhere, a large web net holds the thrown cop car together with the officers seeing the Scarlet Spider do a swinging kick to the guy ricocheting in black and silver. Shocker and the muscular man turned their attention to Scarlet Spider, after seeing the man in black and silver flying back.

"Ox, Bullet. Get the cash, I'll deal with the bug." Shocker said with a northwestern accent as Ox and Bullet went to get the stash of cash

"Well, you ain't Herman Schultz." Scarlet Spider replied dodging a shock blast from the shocker

"That boy is nothing but a poser and an amateur, I'm the real deal. You best respect that, bug." Shocker said firing shockwave blasts at Scarlet Spider who in return dodges

FFFLLLOOOOOMMMMMM FFLLLLLLOOOOOOMMMMM

A car goes flying off after Shocker shoots it, only for Scarlet Spider to catch it with a 8 foot tall web

THWAP Shocker's head is covered in web by Scarlet Spider as he swings him to Ox, sending them both flying to a wall

"Gyyaaah!" both yelled out with Bullet ramming toward Scarlet Spider that sends him flying through to a car

PING PING PING PING PING

Bullet hurdles towards Scarlet Spider, while he just stand where he is for some reason the police couldn't understand. Suddenly, Scarlet Spider shoots impact webbing at Bullet to lose sight of him as step aside only for Bullet to crash through a electronics store. Ox attempts to strike Scarlet Spider from above, while Scarlet Spider spider-sense blared as he dodges the impact with a web zip. His spider-sense ringed again, only to be nearly hit by a shockwave blast from Shocker. Scarlet Spider does a web slingshot straight at Shocker, while Shocker sends another shockwave blast at Scarlet Spider. However, Scarlet Spider dives down and web yanks him by sending him flying at Ox and Bullet crashing toward an empty bus shooting impact webbing on them.

"Well, that was easy." Scarlet Spider declared hearing police sirens

"Later, boys. I Hope you enjoy prison food." said Scarlet Spider web slinging away

80th Precient, New York 7:34 P.M.

Captain Quaid sat in his chair, going over the reports of the Scarlet Spider who was stopping petty crime. But this time, the scene with the Enforcers had caught his attention including knowing the Scarlet Spider encountered them and won.

KNOCK KNOCK KNOCK

"Come in." the Captain said

The door opened revealing detective Maria Hill stepping inside the Captain's office, taking a seat to sit in.

"Captain, you called for me sir?" she asked the captain placing the reports aside his table

"I did, detective. I need to know, what your opinion on the Scarlet Spider?" he replied looking her in the eye

"Unlike Spider-Man, this Scarlet Spider takes trouble into his own hands and makes the gangs look like nothing but pushovers. But no one knows where his true alleigance are yet." explained Hill

"Where do you think his alleigance lie, detective Hill?" he replied

"I think it's to himself, maybe for the people of this city. The Scarlet Spider has showed no attempts to take control of the gangs, or becoming a godfather. He only does what he does to get things done his way. The only way he knows, taking the fight to the gangs." she answered with complete honesty

"Why did you ask, captain?" she asks Captain Quaid

"I just wanted your opinion, detective. You're dismissed." he declares as Maria Hill leaves the captain's officer with Quaid holding a picture of the Scarlet Spider

'Who are you?' he thought staring at the picture

Midtown restaurant, New York 8:00 P.M.

Ben sat at a table wearing a black suit with a blue buttoned collar shirt and a clean shave, on time for his date with Felicia Hardy. He waited for a moment until finally, he spotted her wearing a black dress exposing her thighs with red lipstick as the dress showed her stunning blue eyes while Ben let's out a wolf whistle

"Now, that's sexy." he declared smiling at her as she sat with him

"And you kept your word to show up, I like that. Maybe you'll get that reward I promised you." said Felicia smiling back at Ben seductively

"So what did you do today, sexy?" he asked staring at the sight of his attractive girlfriend

"Oh, nothing much. I got my nails done, did my hair, and went shopping. How about you?" she answered taking a sip of wine

"I had a little fun today while l was patrolling. I had a little practice with the shocker, nothing much. Anyway, what do you have in stored for me?" replied Ben showing a small grin as Felicia moved her leg toward Ben's, causing him to show a small smirk at his hot girlfriend

"After we've finished dinner here and head back home, I'll put on something a little sexy for you." she said in a flirty tone

"Can't wait to see it." Ben responded holding his glass with a smirk


	3. the Lizard Returns

Issue 3: The Lizard returns

Felicia Hardy's penthouse. Manhatten, New York 9:07 P.M.

In the penthouse of Felicia Hardy, a door opens up revealing Ben and Felicia kissing each other passionately while closing the door on their way inside. Felicia stops Ben from continuing their embrace, while she took off the jewelry she had on with her during the night in the restaurant. Ben takes off his suit jacket and dress shirt off with a smirk, walking closely toward his girlfriend as he wraps his arm around her waist.

"Now, wait in the room while I put something sexy on." she ordered taking his arm around her waist with a smile

"Will I like it?" he asked her

"You'll find out a minute if you go in the bedroom." Felicia answered with Ben running towards the bedroom while Felicia gets a lingerie bag out of the closet

Ben took everything he had on except his boxers, jumping on the bed covered in bed sheets waiting for the surprise his girlfriend Felicia had for him. The door opened up, revealing Felicia Hardy in a lingerie bikini outfit with cat ears on and in black heels. The look on Ben's face was priceless, eyes wide open and jaw dropped at the sight of the surprise his girlfriend was dressed in as Felicia showed a grin on her face.

'YEAAAH!' Ben thought out loud smiling wide with Felicia letting out a laugh

"Oh you like it, don't you?" she teased her boyfriend with him nodding his head

"Yeah, me likey. Now, come over here so I can tap that ass." Ben says staring at her up and down

"Let me take something off first, baby." she said seductively taking her top off revealing her breasts to him

"Oh, hell yeah." he said as Felicia crawled onto the bed with him, continuing their session

Manhatten, New York 10:30 P.M.

In a meeting room, Tombstone, Carrion, Scorpion, and a man in glasses wearing a business suit stood up with both hands behind his back.

"Our final buyer should arrive any moment right." he said in a new yorker accent with Carrion narrowing his eyes at the man

"What are you talking about, Rivas? This is suppose to be a closed option." Carrion said as a woman with platinum-blonde and blue eyes wearing a stunning blue dress while two bodyguards were behind her

"Nothing isn't close to Allan Manfredi's daughter. You should know that by, Darnby." she said

"Alisha Manfredi? Daddy's little girl's all grown up." he replied showing a smirk

"And I see some things changed around here while I was gone as well. You, especially." she hinted with someone clearing their throat

"Now, If we may continue..." he said showing a silver briefcase

Felicia Hardy's penthouse, New York 10:46 P.M.

Ben and Felicia cuddle each other after their special session, with Felicia resting her head on Ben's chest while he stroked her hair. He slowly got out of bed, making sure not to wake his girlfriend as he put on a pairs of black pants and walked outside the porch. He stares at the city, getting a view of it as Felicia came in wearing a white robe covering her.

"Hey, you okay? I didn't see you in bed." she said with a concern look

"Yeah, I just needed some fresh air. Maybe get a view of the city while I'm out here." Ben answered leaning on the porch while Felicia wrapped her arms around him

"So, you coming back to bed?" Felicia asked his boyfriend

"Yeah, I'll be there in a minute." he replied as she went inside with Ben letting out a sigh

'I keeping this weird feeling, that something's about to happen. I just want to figure out was it is.' Ben thought going inside the penthouse

Manhatten, New York 11:05 P.M.

The audit was still going on, only leaving Tombstone, Carrion, Silvermane's daughter, and a dark-skinned man wearing a white suit with a black dress shirt. The man was accompanied by a hooded figure wearing a brown trench coat, looking down at the dark-skinned man whispering during the entire time in the audit given by Rivas. Unknown to the rest of them, a scaly and reptilian humanoid observed the conversation outside the building after clinging

"2 million." said Tombstone

"Top that, princess." Carrion mocked the daughter of Manfredi with said woman throwing a glare

"3.5 million." she said back

"450 million." replied Tombstone

"500 million dollars." said a voice that surprised everyone except Rivas revealing to be the dark-skinned man moving his flask

"Going one. Twice. And sold, to Mr. Hannon. The exact drop will be at Tribecca Warehouse 36th Waylon street, tomorrow." Rivas instruced Hannon with him and his accomplice leaving the audit room

Afterwards everyone left the audit room, except for Tombstone and Carrion coming to a complete stop with Tombstone motioning his hand for Carrion to stop. Carrion made sure nothing was overhearing them inside, checking the halls seeing everyone else had left.

"I need you to go to the warerhouse. Obviously, Manfredi's daughter will decided to break the deal." he declared

"And you need me to get the case?" he asked Tombstone

"Precisely. But if anyone else including the Scarlet Spider show up, deal with it and get that briefcase." Tombstone answered

"Got it, boss." said Carrion with both of them leaving the room

Central Park, New York 11:21 P.M.

A hispanic woman in her early twenties wearing a black jacket with a green shirt and brown khalis, walking home after a long night. Unsuspected to her, was a brown haired man wearing a black t-shirt and blue jeans. He sneaks behind her, pulls up a knife and attempted to grab her from behind. He covered her mouth and brought a knife to her face, completely making muffled screams as she was held captive by the man.

"MMMM!" she screamed out with her mouth covered by the man's head

"We're gonna have some-" he's cut off by a hissing sound from behind him

The man turns his head around, to only to see a giant lizard hissing in front of him and the woman the man held captive in his grasp. He throws the woman toward the giant lizard, with the scaly reptil hissing in front of her as her eyes were widened. The woman becomes horrified at the sight of the giant scaly reptilian while it touches her face firmly. However, the man runs away from the reptilian lizard only for the reptilian to took notice as it charged at the man. The reptil tackles the fleeing man to the ground, with the man being clawed by the one and only Lizard.

"AAAAAHHHH!" the man screamed in agonizing pain as blood was splattered on the sidewalk


	4. Going For the Prize

Issue 4: Going for the Prize

Central Park. Manhatten, New York 11:47 p.m.

Detective Maria Hill arrives at the crime scene of the murdered man seeing his chest and stomach scarred and cut, while the victim of the suspect was being cared for by a light brown haired man wearing a red jacket with a white and black jeans. He pulled out a police badge in front of Maria Hill as she approached her, seeing the victim being sent safely home by the police.

"Detective John Porter." he said showing his police badge

"Detective Maria Hill." she said back at said man "So, what do we got here?" she asked Det. Porter

"First degree, this time it was a mugger that got killed. The victim, Luis Martinez said she saw a giant lizard came through and chased the mugger like a predator hunting its prey in the jungle. Completely ripped the damn guy to shreds in the process, he never had a chance." Porter concluded staring at the dead body of the mugger while Maria Hill crouched down and stared at the mugger's corpse

"What in the hell did this?" Hill asked Porter crouching down with him to look at the dead mugger's corpse

"I don't know, Hill. I honestly don't know." he answered still staring at the body of the dead mugger while putting the sheet back to cover the dead body

Thursday, Felicia Hardy's Penthouse. Manhatten, New York 9:36 a.m.

Ben Reilly woke up from his bedroom, only to find that his girlfriend Felicia Hardy wasn't in bed as a found a note on the dresser to the side she slept in. He picked up the note and read what the note said, while he walked out the bedroom and into the living room as he sat down on the sofa.

'Ben, I'm letting you know that I left to get some groceries. I'll be back in fifteen minutes, whether you're here or not. -Felicia. I guess I'll start an early patrol today.' Ben thought getting cleaned up and got dressed in his Scarlet Spider, with him grabbing on his web-shooters off from his dresser while putting on his sleeveless dark blue hoodie. He leaves the bedroom holding his mask as he put on his mask and brought his hood up he step outside the porch, only for Ben to heard a ringing sound

KNOCK KNOCK KNOCK

Ben rushes back inside quickly grabbing and holding his mask with his left hand before he could open the door in case it was Felicia, pulling his mask off revealing only his own face

"Felicia, you know you can use your key right? We thought of that when-" he says opening a crack at the door as his eyes popped up to see a native-american woman in her late fifties in the hallway

"Hello, Ben." said the elderly woman

"Mom? Hold on for a moment!" he told his mother to do as he threw the blue hoodie away in the closet whie he grabbed and put on a pair of black jeans with him loosening the sleeves of his Scarlet Spider suit, hid his web-shooters behind the back pocket was his and put on a white t-shirt before opening the door back up

"How are you, dear?" she asked her son Ben while he sat down with her sending a glass of water her way

"I'm doing okay, mom. I was about to head out for some errands." Ben replied as his mother leaned back as she sat on the sofa

"Ben, when do I get to meet this Felicia person? I'm waiting to meet her." his mother said anxious to meet her son's girlfriend

"You'll see her mom, sooner than you think. She went to get groceries minutes ago, so she'll be here in about three minutes." he stated hearing the door opening up as Felicia Hardy arrived holding grocery bags in her hands

"Ben, why is the door unlocked? Did you..." her voice trails off putting the bags in the kitchen as she caught a glimpse of a native-american in her late fifties sitting with Ben "Ben, who's this?" she asked seeing Ben's mother for the first time

"Felicia, this is my mom Holly Reilly nee Bluewing. Mom, this is my girlfriend and the woman I'm seeing Felicia Hardy." Ben introduced as both women shook their hands

"It's nice to finally meet you, Mrs. Reilly." Felicia says with a grin on her face

"Likewise, Miss Hardy. Tell me, has my son told you about me?" she replied wondering if her son mentioned her at all

"Only a little, I'm real interested getting to know a bit about you though." Felicia said back to Mrs. Reilly while Ben quickly grabbed the blue hoodie as he went out the door

"Running a few errands, I'll be right back!" he said as the door closed with him heading for elevator door as it closes, while outside Ben leaps off the penthouse building and web slinging away

Manfredi penthouse, Upper east side. Manhatten, New York 6:21 p.m.

Alisha Manfredi stood over the window, slightly agitated at the fact that she didn't win the audit. A door opens up, revealing a man in a black t-shirt, boots, and pants with a holster approached her.

"Well?" she asked

"We're ready to go when you are, mistress." the man said

"Good, we leave tonight. Once we're there, we get that briefcase and take out anyone standing in our way." Alisha declared with the armored thug leaving her sight

Manhatten, New York 8: 20 p.m.

At the top of the docks in Tribecca, a silver haired man woman wearing a white kelvar suit stares at one of the warehouses with binoclaurs as Hannon and two bodyguards step out of the car and went inside. Three men wearing green t-shirts and woodland camo pants with black body vests, armed themselves with M-16s and SMGs as they walked toward the woman in a silver kelvar suit. This silver haired woman is none other than Silver Sable, and the men behind her were her trained mercenary team the Wildpack. She saw that Hannon and his bodyguards step out of the warehouse and into, leaving the docks. All of a sudden, two police cars blockade them only to crash into a blue 1986 mustang with a siren as Detectives Maria Hill and John Porter step out and aimed their pistols at the suspects. Silver Sable also saw three more people that got her curiosity, mostly men. One of them was a man in a red suit with a sleeveless blue hoodies, with a spider symbol that went from the front and back. The second one looked younger wearing a black spider suit with red webbing patterns, red fingers, lenses were completely wide and narrows, and a red spider symbol on the front and back of his suit. And the last one was in a dark blue suit with a red torso, shoulders, and mask. The torso, shoulders, and mask were covered with grey webbing designs while the same went for his red fingers, wrist sleeves, and boots. The lenses were half wide and narrow.

"Well, this is new. Wildpack, let's-" she's cut off all of a sudden

FFFFFLLLLLOOOOOOPPPPPPPP

A helicopter appears hovering above the docks in the air, firing two missiles at both the police, Scarlet Spider, Spider-Man, and Spider-Kid

THWIP THWIP THWIP

RATATATATATATATATA

KABOOM KABOOM

Spider-Man, Kid Spidey, and Scarlet Spider web swung away from the missiles and machine gun fire from the helicopter. Spider-Man went to save Maria Hill and John Porter, along with a couple of police officers. While Scarlet Spider attempted to stop the helicopter from firing, only to be kicked away sent flying back down on a crate. Silver Sable and her Wildpack rushed in to repel the chopper while they went into cover, with one of the Wildpack mercs firing a missile launcher at it. Fortunately, the missile hit the tail rotor of the chopper causing to fall into the ocean as Alisha Manfredi in a dark muscle shirt and cargo pants jumped and opened fire along with the rest of her men at Silver Sable, Wildpack, Scarler Spider, Spider-Man, and the police. Then suddenly, Tombstone's enforcer Carrion along with a dark haired woman with green-grey eyes wearing a green jumpsuit and carrying a shinto sword charged at them both of the opposite teams.

"Shikata, you know what to do. I'll get the briefcase." Carrion says teleporting to the briefcase, only to get shot in the shoulder by Alisha Manfredi

"Oww! Son of a bitch!" he yelled out as Alisha approached him

"Sorry about the shoulder Darnby, but you shouldn't have tried me. Now, I'll be taking the briefcase." she said taking the briefcase away from him

THWAP

The briefcase was swapped away from Alisha's grasp, only to fall in the hands of Spider-Kid who stood with Scarlet Spider and Spider-Man

"As tempted as we are with you guys fighting each other, I suggest we keep this underwraps." Kid Spidey says pointing at the briefcase he had in his hand

Three of Spider-Men's spider sense tingled, dodging the swift blade of the mysterious swordswoman known as Shikata. She now had her sights on Scarlet Spider who quickly begun to duck and avoid every blow Shikata made, while he sends a left jab in her chest and a right jab in her stomach. Scarlet Spider attempted to land another blow at Shikata, only for her to mysteriously levitate him and sent him flying toward a wall.

"Gaah! Damn! How the hell did she-" he's cuts off by his spider sense as he saw a forklift hurtling toward him

Luckily, Scarlet Spider caught it and sent it flying away toward Carrion and Shikata who had barely manage to be teleported away by Carrion himself. Unsuspected to Scarlet Spider, Carrion was about to send a dark energy ball his way until he's venom blasted by Spider-Kid who used his camouflage ability to sneak around him closely.

ZZZZZZTTTTT

"Hrggah!" Carrion yelled in pain with Spider-Kid behind him being uncloaked as Silver Sable walked behind him

"I'll take that briefcase now, little Spider." she said moving her hand at him

"Aren't you one of the bad guys, though? You're after this just like them." replied Spider-Kid who looked at Sable with suspicion while pulling one of the Silvermane thugs ski mask down his face while he kicked another one in the chest

"How about we take care of these guys and then we can talk, okay?" Silver Sable asked as she rifle butted one of the Silvermane thugs while she opened shots at Alisha as she took cover from the bullets

Spider-Man and Scarlet Spider were trading blows with Carrion, while dodging any incoming attacks made from him or Shikata.

"Haaa!"

"Hiya!"

WHACK

Scarlet Spider sent an uppercut toward Carrion's chin, along with a roundhouse that sent him flying back. Carrion retaliates by throwing more dark energy balls at Scarlet Spider who dodged and evaded the blows made, only for him to send a left hook across Scarlet Spider's face.

SMACK

Scarlet Spider retaliated by elbowing Carrion in the nose, with his nose remaining bloodied as he teleported away.

SPACK

Carrion's chest gets impacted by web as Scarlet Spider swung him around toward one of the police cars, being completely knocked out

"Hhhrgggk..."

"One down..." Scarlet Spider says with his voice trailing off at the sight of Spider-Man facing Shikata on his own

Spider-Man still dodged the blows Shikata made on her katana, while avoiding the mysticial power she apparently possessed as he leaped on a wall and remain still with wall-crawling abilities. "Mmm, good." said Shikata with a small grin crossing her face "Nah, just stupid!" Spidey said jumping off the wall as Shikata jumped on and off the wall, while Spidey grabbed Shikata's sword

SMACK

Spider-Man sent a punch hurtling toward Shikata's chest and grabbed her leg after they landed on the ground, only for Shikata to send a couple of swift kicks his way. She did a leaping sword strike at Spider-Man, with him dodging the incoming strike

SLAP

Spider-Man sends a backhand blow across her face, while he impacted two roundhouse kicks at Shikata that send her flying back toward a wall

FWWWUUUUUUTTTTT

Spider-Man webbed Shikata to the wall, along with the rest of the Silvermane thugs that accompanied Alisha Manfredi. Spider-Man then spotted a silver haired hottie wearing a silver kelvar suit along with a silver bandana, with a few guys wearing mercenary style clothing talking with Detectives Maria Hill and John Porter. He then saw Scarlet Spider approached them as he walked alongside him, while they went to talk with Silver Sable.

"Since we're done kicking their ass, who are you and why are you here?" Scarlet Spider asked the silver haired mercenary

"My name is Silver Sable, and this is my Wildpack. We were hired by Tri-Corp to receive the blueprints of an advanced suit of armor that which was mainly considered a failed prototype, but as you can see, Alisha Manfredi had plans for that armor." she explained

"Why would she want the armor for, anyway? If she wanted to take it, she must have some reason to taking the blueprints. Why was it important for her to take that armor?" Scarlet Spider replied rubbing his chin

"Now I get it! It makes perfect sense now. It's a welcome home present for her father, Allan "Silverio" Manfredi. He's suppose to be out this week." stated Porter

"Silverio Manfredi? He's the one of the top mob boss from way back right?" asked Spider-Kid

"Yeah, that's right. And it looks like daddy's little girl was going to present the blueprints to someone that knows technology. There's only one person who does, and that's Phineas Mason." said Det. Hill

"He's the original Tinkerer, not the other one that died a few weeks ago." Spider-Man hinted out to the rest of them

"And then there's Carrion and that sword chick, it's pretty clear that they come here for the same thing." replied Spider-Man with a police officer coming toward her

"Detective Hill, Carrion and his accomplice escaped! They're gone." he said with everyone looking where Carrion and Shikata use to be held up as they completely vanished, possibly due to

"Damn it, we'll have to deal with them later. Thanks for the help, Spider-Men. Silver Sable, appreciated your help." Hill thanked while her and Porter got in their car and left along with the police, leaving only Scarlet Spider, Spider-Man, Spider-Kid, and Silver Sable as her Wildpack team arrived with a van

"Well, my job is done. Goodbye, Spider-Men. Until we meet again." she said leaving with the Wildpack along with Spider-Man and Spider-Kid doing the same

"I need to head back home too. I'm already tired as it is." Scarlet Spider says web slinging away not noticing a giant reptil watching him

"BBEEEEENNNNNN." it said leaping and climbing from building to building as it was heading straight for the sewers, straight back to its hiding place


	5. Scarlet Spider vs the Lizard

Issue 5: Scarlet Spider vs Lizard

Friday, Ben and Felicia's penthouse. Manhatten, New York 9:45 a.m.

In the bedroom, Felicia caught a smell of something cooking with her super sense of smell as she slowly opened her eyes at the smell of the food. She sniffed again to take notice of the smell being cooked, while she shook her boyfriend Ben by the shoulder. He easily opened his eyes and looked at her with tired eyes and a sleepish look, seeing her take a sniff of something being cooked.

"What's up?" he groaned rubbing his eyes

"Do you smell something cooking?" she asked looking at him face to face as he took a sniff of what was cooking

"It's just Mom cooking breakfast." he answers kissing Felicia before getting up from the bed "Come on, let's go see what she cooked." Ben declared as Felicia got up from bed wearing a blue tank-top and gray shorts while Ben wore a white t-shirt and blue shorts as they opened the door to find Ben's mother cooking breakfast as aspected

"Morning." she said placing the food on the diner table

"Eggs, bacon, and waffles. Just glorious, thanks mom." Ben said as he hugged his mom while him and Felicia sat down to eat

"Your welcome, Ben." his mother said smiling "Ben, where are you working at now?" she asked with Felicia seeing Ben prepared for this

"This internship at Horizon Labs. I can get a decent pay and fee out of it. Today, it's my day off." he explained with his mother glancing at him for a second

"And Felicia, where do you work dear?" she asked the girlfriend of Ben Reilly

"I used to be an accountant, but I quitted that job. Now, I'm just a part-time secretary for the time being." she answered casually

"That's good. Ben, I'm letting you know that I'm heading back to Miami today." his mother replied with Ben standing up and going to his mother

"You need me to take you to the airport?" he asked seeing his mother bring out her luggage on the front door

"No, honey. I'll order a cab. It was nice seeing you again, and you too Felicia." Holly Bluewing Reilly said taking her luggage and leaving the apartment as she gave her son a loving hug before leaving

"It was nice to see you mother, Ben. Can you wait right there for a minute?" Felicia asked his boyfriend who nodded in reply as she walked to her bedroom and closed the door

A minute later, the door opens up revealing Felicia Hardy in a new Black Cat outfit, with Ben Reilly's eyes going wide in surprise and amazement. It was a black skin tight outfit with long gloves, black heel boots, white fur insets on the legs, gloves, and stomach. The suit showed off her cleavage, shoulders, and upside down triangle shape of her back exposed along with her signature cat mask and a white riveted belt (outfit from the Amazing Spider-Man video game only difference is the costume change). Ben kept eying her up and down with a smirk, only for her pounce on him as he fall on the sofa with Felicia on top and him on bottom.

"Well, what do you think baby?" she says seductively to her lover

"I like it. You plan on wearing that from now on?" he replied

"Oh, yes. While you don't have to be at work until 10:30, let's have a quick session before we leave." Felicia declares only for Ben to carries her up bridal style and take her to the bedroom as she closed the door behind them

Lab room, Horizon labs. Manhatten, New York 12:26 p.m.

It was just a normal day in Horizon labs, with Ben talking with his co workers and friends Nathan Hughes and Hector Martinez. Nathan was a litle fit and broad shoulder but a good friend to have for typical guy stuff, while Hector on the other hand was a bachelor and smooth talkers with the ladies. Ben knew Hector in the sixth grade, then they met Nathan in their freshman year in High school and stuck together since then.

"Hector, is your sister alright?" Nathan asked concerned for his co worker and friend from high school, while Ben sat at his desk wondering on something about the attack Hector's sister had witnessed a couple nights ago

"Yeah, she's still a little shaken about what happened. I mean, she keeps saying she saw a giant lizard jumped out and attacked the mugger." he answered concern for his sister with Ben still thinking about the giant lizard comment Hector said

"I hope she's alright man, she's been through a lot. The sooner she gets her mind right again, she'll be fine." Nathan replied to his friend as both of them saw Ben wondering about something

"Ben, are you alright man?" Hector asked, looking straight at his friend from the 6th grade

"Uh, yeah. There was just something on my mind, it's not important." said Ben while Nathan and Hector went for lunch

'Doctor Connors, I hope this isn't you. But if it is, I got to found you before something worse happens to you. And I hope to God you don't hurt or kill anyone yet, Curt.' Ben thought following Nathan and Hector for lunch

New York sewers 2:31 p.m.

A sewer rat scurries around the sewers, constanly fleeing away from something deadly and dangerous as a reptilian hand grabs and swoops it from the ground revealing Curt Conners in his lizard form. The Lizard held the rat up away, slowly opening its jaws preparing to eat the sewer until suddenly... he sees a light far away in the distance to see three armed man carrying bags of money

"I hate sneaking into the sewers. There's always something crawling on you, mostly a damn rat. I just hope to God there aren't any alligators or lizards in the sewers." said one of the men

"Will you shut the hell up? There aren't any alligators in the sewers, especially no fucking lizards." said the second man

"I don't know, man. You hear what happened to this one guy who tried to mug some hot chick at Central Park?" replied the third

"Yeah, his body was completely screwed up, his whole body opened apart. There was blood and organs all out, it was frickin' terrifying." responded the first man

"Can you two drop it already?! I mean, we're almost-" the leader of the thugs is cut off by a low and vicious growl as they dropped the bag of money brought out their guns, only for something wet to fall on one of the thugs head

The men looked up with wide eyes to see a giant lizard up on the wall, lounging on the first robber with its teeth inside the man's body.

BAMBAMBAMBAMBAMBAMBAMBAMBAMBAMBAM

The leader of the group started shooting at the Lizard while the second thug of the group flees for his life, taking the bag of money with him along the way. The Lizard pounced on the leader of the group, gripping his neck intensely hard until...

SNAP

The man's neck was completely twisted by the Lizard, now turning his sights to the last member of the group. The Lizard hunts its prey in the sewers, constantly speeding with reptilian speed looking for the last robber. The man was trying to force open a door, only to spot the Lizard getting ready to pounce on him. The robber pulls out his gun and shoots the lock to open the door, but is too late as the Lizard pounces on the last robber.

"AAAAAAAAAAAAAHHHHHHHHHHHHHHH!" he screamed as the sound echoed across the sewers

Main observatory, Horizon labs. Manhatten, New York 7:45 p.m.

"Alright, everyone. As you all know, we've been trying to upgrade the government's satiellette grid. The objective of setting up the satiellette grid, is the sole purpose of keeping a watchful eye on the world of anything climate related or anamolies. The Watchful Eye satiellette is constantly going around the globe, searching for any anamoly signature related." a man says inside the observatory while somewhere else in Horizon labs, a reptilian creature bursts through the window of the 11th floor of the building as people ran away in fear and terror from the monster's wrath

Elsewhere in Horizon labs, Ben was on his computer grabbing a few things before heading until...

HHHIIIIIIIISSSSSSSSSS

Ben's spider senses ringed as he jumped from behind a giant lizard that tried to charge him, revealing to be the Lizard aka Curtis Conners. He ran and grabbed his bag, while leaping off the head of the Lizard as he ran to quickly change into his Scarlet Spider costume. All of a sudden, he's grabbed by his former lab partner Curtis Conners. Ben was struggling to break free of the Lizard's grasp, twisting and turning to break from the Lizard's scaly and deadly grip.

"Doctor Conners, Curt, it's me! It's Ben!" said Ben, tyring to jug Curt Conners' memories

"Ben..." the Lizard hissed in his reptilian voice and growled at his former lab partner

"Don't worry, I'll come up with a cure for you. Doctor Conners, I'll have you back to normal in no time."

RRRRAAAAAAWWWWRRRR

The Lizard sends Ben Reilly flying away through a wall, while picking up an office desk and hurtling at the hole Ben crashed on. Then suddenly... a web ball hits the Lizard in the face by a mysterious figure, revealing to be Ben Reilly aka the Scarlet Spider readying a fighting stance at old lab partner. The Lizards roars charging at Scarlet Spider, only for him to dodge the impact and jump on the Lizard's back, landing blows to its head.

FFFFFWWWWWUUUUUUTTTTTTTT

Scarlet Spider webbed up the Lizard's eyes, causing him to twist and turn wrecking havoc with his eyes covered by webbing as Scarlet Spider rammed him into a wall like a raging rhino. The Lizard crashed through wall to wall with Ben riding like a bull in a rodeo, breaking through every wall the Lizard came into contact with, only for it to lunge Scarlet Spider into desk after desk. The Lizard sends Scarlet Spider crashing through a window, as it leaves out a huge crack on it with the Lizard ramming into him, causing both of them to fall off the Horizon labs building.

THWIP

Scarlet Spider web zips near Horizon labs, with the Lizard landing on the sides scratching the windows up with his claws. Scarlet Spider wall-crawls up the top of the Horizon labs building, with the Lizard following in pursuit. Both Scarlet Spider and the Lizard were now on top of roof to Horizon Labs, waiting for one of them to strike first, being prepared for whoever makes the first blow. The Lizard charged at him, crashing him toward a fan vent as Scarlet Spider sends an uppercut across its jaw. Scarlet Spider then flip tossed the Lizard into the fan vent, webbing him up in the process when suddenly...

FFFFFFLLLLLLLOOOOOPPPPPPPP

A police helicopter flew on, pressing a light both at the Lizard and Scarlet Spider.

"Scarlet Spider! You and you're accomplice remain where you are!" said the annoucer with Scarlet Spider not knowing the Lizard break away from the webbing and fan vent

"He's not my accomplice, Damn it! He's-" Scarlet Spider is cut off his spider sense going off

He's suddenly grabbed by the neck from the Lizard, with Scarlet Spider attempting to grab both the Lizard's neck and his right arm. Scarlet Spider moves the right arm of the Lizard straight towards the exposed, going in closer for the arm to far in cutting the Lizard's right arm off. The Lizard then wrapped its tail around Scarlet Spider's neck, crushing it causing him shoot a dart at his left arm.

THWAP THWIP

Scarlet Spider hanged onto the helicopter caughting the Lizard in the webbing, while both of them were lifted from the air as Lizard struggles to back free of the webbing.

"Curt, don't! If you cut the webbing off, you could-" Scarlet Spider is cut off when Lizard cuts off the webbing, causing him to be sent falling down

"Fall."

CCRRRAAAASSSSSHHHHH

The Lizard fell down crashing down at a incoming bus, leaves with everyone inside being shocked and half terrified at the cause of the bus impacted on. Everyone at the street looked forward to see a giant lizard, twitching and gasping from the falling impact of crashing on the bus. Scarlet Spider web slings close to a nearby building, seeing the downed Lizard completely disabled from the impact as he took his mask with his eyes closed and looked down.

"I'm sorry, Conners." he said as he web slings away, heading back home after this long night


	6. Showdown

**AN: I have something to say, everyone. As of now, I have added a new character who will appear in Ultimate Comics: New Spider-Man. This new Oc I created will be Ultimate Spider-Girl possibly at the near end of Ultimate Comics: New Spider-Man. This will also be the ending for Ultimate Comics: Scarlet Spider, ending the tie-in to the story. Anyway, without further ado, review and enjoy.**

Issue 6: Showdown

Moments eariler. Unknown location, East Harlem. Manhatten, New York 7:45 p.m.

In a small building guarding by two gang members in Spanish Harlem, a shadowly figure leaps out from the alley way and lands on top of one of the gangbangers head to the ground.

WHACK

SMACK

"Oof! Ungh!"

The shadowed figure hits the other gang member in the chest with a jab and a high kick across his face. The figure then walks to the door of the roof, along the disables a security camera by cutting the wire enabling it. The figure reveals itself as Felicia Hardy, aka the Black Cat as she goes inside the building with the two guards still uncounscious. Once inside, she used cat-like abilites and thief skills to sneak in the building being careful of any cameras or guards inside. She was now in the fourth floor as she opened one of the door, but remained cautious of whatever was inside. It was a clear large dark room with a jewel necklace incased in glass, however, she smelled ozone in the distance which could lead to the whole room to be filled with laser sensors.

"Lasers, how original." she sighed as she sprays to reveal the sensors and manuevers around them acrobatically and finally to the jewel necklace

As soon as she was about to take the necklace, a figure holding a chain that had a scorpion stinger on it swing the object at her.

CCCRAAASSHH

Luckily she dodged it and prepared to lunged at the figure who attacked, only for the chain to retract back to its owner and launch itself at her again. Black Cat avoids the second impact and sprints away from the figure holding the scorpion chain, only a hand to grab her by the throat and slam her to a wall.

"Aaaarrgggkkkkk..." she gasped for air as the figure revealed to be Maximus Gargan aka the Scorpion

"I knew that you would come here, chica. So, who sent you? Tombstone? Silvermane? It doesn't matter." Scorpion said, holding Black Cat in the air by the throat. "They're both dead and so will you." he declared slamming her head to a wall as his gang came in the room "Tombstone and Silverman are having a meeting at a opera house in Soho, that's where we're heading. Take the cat here with us. I'm going to use her as bait for one more thing that could screw my plans, Scarlet Spider." he says with his eyes narrowed and his teeth grinded

the Operia, Soho. Manhatten, New York 8:02 p.m.

During the opera being started two minutes ago, Tombstone and Silvermane were beginning to argue around which of whose side was better than the other while sitting at a table. Carrion accompanied Tombstone to the meeting, while Alisha Manfredi did the same with her father. Alisha walked towards Carrion who was leaning on a wall while Tombstone and Silvermane bickered, as he looked at a picture of him before he became Carrion and his daughter. Alisha looked closely at the picture of Carrion and his daughter, his daughter's hair was blonde and her eyes hazel.

"She's a cute kid, what's her name?" she whispered to Carrion, who looked at her with a firm and curious gaze "I know she's your daughter, she looks like an angel."

"Her name is Nora. She should be ten next year, her mother would be proud." he replied with a hint of sadness in his voice

"I'm sorry to hear that. That must hurt for you be a single father, how did she die?" Alisha replied, with her voice sound full of sorrow and sympathy all of a sudden

"A sickness, she had it a month after the baby was born. Nora's got her mother's mouth and ears, but she has my eyes and nose. I still miss her." Carrion says with guilt in his voice

"Then go by with your daughter, Darby." Alisha Manfredi said back at him, who in return looked at her with a confused and puzzled expression on his face

"Why are you being sympathetic all of a sudden? That's not like you, Alisha." he asked her in a half curious and cautious tone

"We were together once remember? We were a secret relationship that my dad didn't knew about, we stopped dating when I left the country." she stated whispering to Carrion "Besides, your daughter needs you and you know it. Tell Tombstone you quit, do it so you can be with your daughter."

"Like this?" he shot back, showing himself in his current form to Alisha. "The reason I'm with Tombstone, is because he can have someone revert me back to normal. I was only in this way because Prowler."

"But I know the reason why you partnered up with him, is because you needed the money to keep your daughter Nora." Alisha said, placing her hands on his shoulders and looking Carrion right in the eyes. "You might have lost the custody of having your daughter, but you should know by doing that, you cost her to lose a father."

"You sound just like Jefferson." he muttered suddenly being reminded of Prowler's brother

"Who?" she asked, showing a confused look on her face

"No one." he answered quickly, when all of a sudden...

CCCRRAAASSSHHH

The door is suddenly busted open by a chain with a scorpion stinger tip on it, revealing to be the Scorpion and his gang charging in. Carrion cracked his knuckles, ready for a fight while Alisha reached from behind to grab her pistol. However, both Tombstone and Silvermane remained calm about the situation as Scorpion approached them while retrieving his scorpion chain. The last two gang members came in holding Black Cat hostage, tied up to a chain and her mouth covered duct tape.

"What is the meaning of this, Gargan?" Silvermane demanded with his fists balled up, but still calm in the situation

"Business and opportunity, gentlemen." he answers, walking towards the tied up Black Cat "What we have here is the Scarlet Spider's accomplice, to lure him to us so to speak. If Scarlet Spider comes to us, so will Spider-Man and Tarantula. Once we deal with them, nothing can't stop us." Scorpion concludes explaining his plan

"I don't buy it, Scorpion. What is the catch once we help you?" replied Tombstone

"I take over 80%, while you two will take 20% of the cut." he stated, gripping Black Cat's face, while Carrion and Alisha locked eyes for a short second and stared back at Scorpion

"You expect us to take that offer?" Silvermane questioned in a angered tone, staring back at Scorpion

"On your hands and #$%ing knees." he growled, glaring straight at Tombstone and Silvermane who stood up from the table

"No deal." Tombstone declared cracking his knuckles, while suddenly hi-tech armor started appeared and cover Silvermane's body

"You won't live to regret that decision." Scorpion says, bringing out his chain while Carrion and Alisha were fighting with Scorpion's gang

Time Square. Manhatten, New York 8:15 p.m.

The current Spider-Man Terry Komori was walking in Time Square, talking to his girlfriend Jessica Drew on the phone. Time Square, as usual were crowded walking from place to place.

"Jess, I'm serious. My uncle and Sarah are getting married, they told me last night. They getting everything set up right now, Kim's surprised just like I am. I know, I'm going to have Sarah as an aunt now. I'll see you tomorrow then, love you babe." Terry says hanging up the phone, only to look up on the big screen to see Scorpion, Tombstone, and Silvermane fighting each other while Scarlet Spider clinged on a nearby seeing the same thing as Terry went to go change into his Spider-Man costume

"Tombstone, Scorpion, Silvermane, all three at the same night." Scarlet Spider said, only to see Black Cat tied up with wide eyes. "Felicia! I'm coming, baby!" he declared, jumping off from an office building

THWIP

Scarlet Spider web slings away and on the Operia in Soho, while unsuspected to him Spider-Man was going the same place.

Operia, Soho. Manhatten, New York 8:31 p.m.

Now outside, Silvermane was ramming Scorpion through wall after wall as Tombstone gets the drop on both of them while Spider-Man and Tarantula send a landing blow at two of them with Black Cat launching a strong kick towards Scorpion's chest.

WHACK

"Oof!"

"That's for tying me up, you son of a bitch!" she hissed, glaring at Scorpion as he swung his scorpion chain at her

"Do you know what I'm capable of!? What I could do!?" slams Black Cat towards a window. "Do you even know, who I am?!" he shouted right in her face, only to be sent flying back with a jab across his face by the Scarlet Spider

"Yeah, you're the man whose about to get his ass whooped." he growled, in a venomous tone and glaring at Scorpion under his mask

"Scarlet Spider, I was wondering when you would get here. Now, we can finally finish this." Scorpion says, menacingly

"Then shut the hell up and get on with it." he shot back as Scorpion launches his scoprion chain at Scarlet Spider, only for him to dodge the impact of the chain and aim his web-shooters at him

THWIP THWAP

Scarlet Spider webs up Scorpion's chain, removing it from his possesion as Scorpion charged at him. Scarlet Spider web slings away from Scorpion by a few feet, lunging a swift kick to his legs.

THUD

Scorpion falls on the ground as Scarlet Spider prepares a falling foot stomp, only for Scorpion to grab him by the foot as he bashes him to a wall and throws him away flying face first into the floor while Tarantula takes off the hydraulic system to Silvermane's suit. Scorpion then grabs his scorpion chain and swats Tarantula away with a backhand blow, preparing to crush Silvermane's skull. Then all of a sudden...

BAMBAMBAMBAMBAM

Bullets were sprayed at him by Silvermane's daughter, Alisha Manfredi. Meanwhile in a few yards away, Carrion was facing Spider-Man only to see Alisha Manfredi shooting down Scorpion with had no effect. He turned his attention back to Spider-Man who was this close to impact a striking blow as Carrion teleported away, to the rooftop of the Operia with a shocked expression.

'What the hell she doing?! She can't stop Scorpion like that, it's suicide!' he thought while he still saw Alisha firing at Scorpion

"Stay away from my father!" she shouted, giving Scorpion a dirty look only for him to charge his scorpion chain at her

"Alisha, no!" said Carrion as he teleported off the rooftop of the Operia

Scorpion was speeding dangerously close to Alisha Manfredi as she suddenly fell, with her pistol clip now empty and trapped in a dead end. She closed her eyes and prepared for the worst to come her when all of a sudden, all she heard was a sound. Alisha slowly opens her eyes and sees with widened eyes, Carrion staring in front of her with the scorpion stinger tip on his back. Carrion suddenly coughed up blood, smiling straight at Alisha Manfredi who was horrified to see what had happened to her savior.

"Darnby..." she whimpers out, seeing Carrion grunting in pain

"Let me get back to you for a minute." he grunted, spunning around glaring at Scorpion

"Harris... I expected more from you." Scorpion scoffed, not amused of Carrion's stunt to save Alisha Manfredi

"Well you're about to, Gargan." Carrion declared as he pulled out the scorpion tip and starts teleporting short distances at top speed, colliding the tip towards Scorpion's stomach crashing straight at a wall

"AAAAARRRGGGGHHHHHH!" Scorpion screamed out in intense pain from the impact of his scorpion tip impaled at him by Carrion

"Told ya so, you dumbass." Carrion mocked with a grin crossing his face as he teleports back at Alisha Manfredi, falling on the ground in the process while she rushed toward his side

"Darnby... why would you do that?" she asked him, with his head on her knees as she crouched down with tears in her eyes

"I'm always tempted into saving a damsel in distress. And honestly, I still have feelings for you after you left." Carrion gasps, coughing violently

"Darnby, don't do this to me. Please." she pleaded, crying her eyes out

"I need you to do one thing for me. I need you to call Jefferson Davis, he's Prowler's brother. Tell him to take in my daughter, Nora. Promise me you'll do that." he replied to her, with his last breath

"I promise." she answered, now sobbing over the loss of her once lover.

Scarlet Spider and Black Cat, along with Spider-Man and Tarantula appeared seeing Scorpion impaled with his own scorpion tip, Alisha Manfredi crying over Carrion's body, Tombstone and Silvermane now being sent in SHIELD transport vehicles. Scarlet Spider looks at where Scorpion was impaled at, then back at Carrion who appeared dead on the ground. Scarlet Spider starts adding up all the clues and realizes that Carrion impaled Scorpion with his own, mostly to stop him from killing Alisha Manfredi. However, his thoughts were interrupted as Scorpion groans in sharp pain after pulling out the scorpion tip from his stomach. His tank top still showed the bloodied wound on his stomach, with it still dripping as Spider-Man, Tarantula, and Black Cat just stared in shock.

"Darnby Harris, he was nothing more than a weakling. He was a selfish and arrogant coward, he was pathetic." Scorpion taunted, only for a strong striking left hook to connect with his face by Tarantula

"Just shut up already." Miles said, annoyed and irritated at Scorpion while Scarlet Spider and Black Cat walked toward Alisha Manfredi who was still sobbing as Spider-Man and Tarantula left the Operia

"Are you alright?" Black Cat asked her, with Alisha wiping the tears off her face as she nodded in reply and then kisses Carrion's lips

"Is there anyway-" the daughter of Silvermane cuts Scarlet Spider

"No, but thank you. I have a promise to make, for him." she said leaving, but glancing at her father by she left

"Is she gonna be okay?" Black Cat asked her boyfriend

"I don't know, Cat. I think she needs some time alone tonight." glances at Black Cat. "Are you okay? Did he hurt you?" Scarlet Spider aka Ben Reilly asked worried for her

"I'm okay, Ben. I... I just want to go home now." she says, hugging Ben into an embrace

"Me too, I'm calling it a night." Ben replied, gripping her tighter as they now prepared to leave the Operia and go straight back home

"I love you." said Black Cat

"I know." Scarlet Spider said back with Black Cat pulling up his mask, revealing his chin, nose and mouth as they kissed passionately and now left the Operia

Manfredi penthouse, Upper east side. Manhatten, New York 9:20 p.m.

"Davis you need to do this, I'm asking you."

"I can't have Nora here. If I take her in, one: my father wouldn't allow me to take her in at the time and two: if you won't do it for Darnby, at least do it for her. she needs a family right now after what happened tonight."

"He's gone Davis, he's dead and he mentioned in the end you were right. He told me to sent her to you, to adopt her, be her legal guardian, and give Nora a better life."

"I can do it tomorrow, you'll get her in the afternoon. I can also send you some money to get her into a good school."

"Thank you." Alisha Manfredi says as she hangs up her phone, now staring at a picture of a younger her and Darnby Harris

"I always loved you, Darnby." she said wiping off the tears on her face

Brooklyn, New York 1:26 p.m.

In the streets of Brooklyn, Alisha Manfredi watched Darnby's daughter walking with a married couple. The man was a bald African-american man wearing circle-shaped glasses, a white short collared shirt and black faded jeans in his mid-thirties. The woman was hispanic with Peurto-rican heritage in her early thirties like thirty-two years old, wearing a green shirt with a vest and black khalis on as she was holding Nora's hand while walking who turned out to be Jefferson Davis and his wife. Alisha smiled seeing Darnby's daughter for the first time just like how Darnby described her, Nora had her father's eyes and nose but looked like her mother. She was wearing purple and pink t-shirt with a Hello kitty head on it along the way wore jean shorts, with a purple backpack on her.

"Your father will always love you, Nora. No matter what." Alisha said, now driving away in a silver convertible

80th percient, Midtown. Manhatten, New York 2:50 p.m.

Maria Hill was just finishing up on last night's reports of the Operia incident in Captain Frank Quaid's office, when a newspaper lands on his desks all of a sudden. They both turned to the direction of where the paper landed aiming their pistols, only to see it was the Scarlet Spider hanging from the window of the office. Everyone outside the office had already saw him arrive, with their guns still aiming at Scarlet Spider. However, Captain Quaid motions everyone to lower their weapons as everyone did so with Maria Hill and Frank Quaid turning their attention back to Scarlet Spider.

"Can you believe this? Tombstone walks away free, just like that!" he said, with both Maria Hill and Frank Quaid glancing back at each other and then at Scarlet Spider

"True, but everyone knows who he is now. We'll be keeping our eyes on him from now on." Captain Quaid declared

"But there's one thing I don't get, Lincoln, Manfredi, and Gargan were all running three guys." Maria Hill places her finger on her lip. "Why would Gargan risk exposing himself like that, then with all three of them to get caught?"

"You think it was planned?" Scarlet Spider asked

"Of course. That just leads to one question, who really is behind this? Who's the fourth player we don't know about that wants the city?" she replied with all three pondering who the fourth person that would want control of the city

Manhatten, New York 8: 35 p.m.

Inside an office building skyscraper, a door opens up revealing Tombstone with escorted by two men. He knew this office since it was his own, but now it was someone else who occupied it, he just didn't know who. Fortunately, he was about to find out as the two men left the room with Tombstone walking straight towards the desk where a gray haired man in his fifties was standing beside whoever was in charge.

"I should have known this wasn't Scorpion's plan, which leads me to believe someone paid his bail. I can suspect that it was you, this whole time." he said, only for the person in charge to reveal to be the Jackal and Henry Zellner at his side

"Oh, how right you are Tombstone. Like how bugs fall for a zapper. Three birds with one stone, and all three of you planned in the palm of my hand." Jackal says, gloating at his triumph

"This isn't over, Warren." Tombstone declared, promisingly

"It is for you." he said turning back to the window now. "You can show yourself out the door, now." he concluded with Tombstone leaving the office, with Zellner walking up to him

"Now, Mister Warren. Should we continue to the rest of the plan?" he said, staring straight at Jackal with him staring at Zellner with a nod


End file.
